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2017 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 14 - Mississippi Uniform Limited Partnership Act
Article 2 - Formation; Certificate of Limited Partnership and Other Filings
§ 79-14-202. Amendment or restatement of certificate of limited partnership
Universal Citation: MS Code § 79-14-202 (2017)
- (a) A certificate of limited partnership may be amended or restated at any time.
- (b) To amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment stating:
- (1) The name of the limited partnership;
- (2) The date of filing of its initial certificate; and
- (3) The amendment.
- (c) To restate its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing a restatement, designated as such in its heading.
- (d) A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:
- (1) The admission of a new general partner;
- (2) The dissociation of a person as a general partner; or
- (3) The appointment of a person to wind up the limited partnership's activities and affairs under Section 79-14-802(c) or (d).
- (e) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:
- (1) Cause the certificate to be amended; or
- (2) If appropriate, deliver to the Secretary of State for filing a statement of change under Section 79-35-8 or a statement of correction under Section 79-14-209.
- (f) A certificate of limited partnership may also be amended by filing articles of merger under Article 11 or a statement of conversion, or domestication under the Mississippi Entity Conversion and Domestication Act.
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